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announcement on resolutions of the 2009 first extraordinary

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					Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Stock Code: 1053)

Announcement on Resolutions of the 2009 First Extraordinary Meeting of the Board
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The 2009 First Extraordinary Meeting of the board of directors (the “Board”) of Chongqing Iron & Steel Company Limited (the “Company”) was convened by means of communication on 19 February 2009. The Company has 9 directors and all 9 directors participated in the voting of the meeting. Notice of the meeting for convening this meeting was issued by specific delivery or fax on 13 February 2009. The convening and the procedures of the meeting are in compliance with relevant regulations of the Company Law of the People’s Republic of China and the Articles of Association, and the resolutions passed at the meeting are legal and binding. All the Directors of the Company carefully reviewed and unanimously approved the following resolutions:

I.

TO CONSIDER AND APPROVE THE PROPOSAL FOR TERMINATION OF ISSUANCE OF BONDS WITH WARRANTS
(9 affirmative votes, 0 dissenting vote, 0 abstaining vote) The Proposal for the “Proposed Issuance of Bonds with Warrants” was voted and approved at the 2008 second extraordinary general meeting, 2008 first A shares class meeting and 2008 first H shares class meeting respectively, all held by the Company on 17 November 2008. Due to changes in market conditions, the Company decided to terminate the issuance of Bonds with Warrants.

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II. TO CONSIDER AND APPROVE THE PROPOSAL FOR THE ISSUANCE OF CORPORATE BONDS ITEM BY ITEM
To meet the Company’s actual capital needs for business expansion, and in accordance with the relevant provisions of laws and regulations such as the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, and the Tentative Methods on Issue of Corporate Bonds, the Company proposes to issue corporate bonds (“Corporate Bonds” or the “Issuance”) after careful consideration, details of which are as follows: (I) ISSUANCE SIZE (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) This issuance of Corporate Bonds will be in an amount of not more than RMB2,000,000,000. It will be proposed at the general meeting to authorize the Board to determine the specific issuance size under the aforesaid cap. (II) ARRANGEMENT FOR PREFERENTIAL PLACEMENT TO EXISTING SHAREHOLDERS OF THE COMPANY (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) There is no arrangement of preferential placement to existing shareholders of the Company under the issuance of Corporate Bonds. (III) TERM OF THE BONDS (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) The term of the Corporate Bonds shall be not more than 10 (inclusive) years. The Corporate Bonds may be issued under a single category or mixed categories with different maturities. Subject to the granting of authorization to the Board at the general meeting, the maturity and the size of each category of the Corporate Bonds shall be determined by the Board prior to the Issuance in accordance with the market conditions and capital needs of the Company, and will be disclosed in the Offering Memorandum for the Corporate Bonds.

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(IV) USE OF PROCEEDS (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) Proceeds from the Corporate Bonds will be used to repay bank loans and supplement the Company’s working capital. It will be proposed at the general meeting to authorize the Board to determine specific usage of proceeds according to actual condition of the Company. (V) INTEREST RATE OF THE BONDS (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) It will be proposed at the general meeting to authorize the Board to determine the interest rate and the method of determination of Corporate Bonds according to market conditions before issuance together with the lead underwriter(s). The interest rate will be disclosed in the Offering Memorandum for the Corporate Bonds. (VI) TERM OF GUARANTEE (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) It will be proposed at the general meeting to authorize the Board to determine whether a guarantee is required in accordance with the market conditions, and to complete the relevant matters accordingly. (VII) LISTING OF THE CORPORATE BONDS (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) Subject to the conditions of listing, it will be proposed at the general meeting to authorize the Board to handle matters regarding the listing of Corporate Bonds according to the relevant requirements of the Stock Exchange.

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(VIII) VALIDITY OF THE RESOLUTION (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) The resolutions approving the Issuance will be valid for 24 months, starting from the date of the passing of the resolutions at the general meeting of the Company. (IX) AUTHORIZATION RELATED TO THE ISSUANCE (9 affirmative votes, 0 dissenting vote, 0 abstaining vote) It will be proposed at the general meeting to authorize the Board to handle the following matters relating to the issuance and listing of the Corporate Bonds according to the specific needs of the Company and other market conditions: 1. Subject to the laws, regulations, other regulatory documents and resolutions of the general meeting, and based on the actual conditions of the Company and the equity market, to determine other specific terms and matters relating to the issuance of Corporate Bonds, and formulate and implement the specific issue plan, including the issue size, maturity, categories, interests rate, timing of issuance (whether to issue in tranches and their respective size), terms of redemption or repurchase, credit rating arrangements, specific subscription method, repayment of the principal and interests, relevant guarantee arrangements and the listing of the bonds; To determine and appoint intermediaries to handle matters relating to the application for the issue of the Corporate Bonds; To select entrusted manager to execute the agreement for management of entrusted bonds and to formulate the rules on meetings of the holders of Corporate Bonds; Should the polices of the regulatory authorities in relation to the issuance of the Corporate Bonds change or the market conditions change, save for those matters requiring re-endorsement by the shareholders at general meetings as stipulated by the relevant laws, regulations and re-endearment the Articles of Association, to authorize the Board to adjust the specific plan for the issuance of the Corporate Bonds based on the feedback from the relevant regulatory authorities;

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5.

To carry out negotiations relating to the issuance of the Corporate Bonds, execute all necessary documents, agreements and contracts relating to the Issuance and listing, and make necessary information disclosure; To handle matters relating to the listing of the Corporate Bonds according to the requirements of the Stock Exchange and other relating matters such as repayment of the principal and interests; To authorize the Board to take the following measures in case of expected failure to pay the principal and interests of the bonds as scheduled or failure to pay the principal and interests of the bonds upon maturity of the issued bonds: (1) Cessation of profit distribution to shareholders; (2) Postponement of the implementation of capital expenditure projects, such as substantial external investments or mergers and acquisitions; (3) Reduction or termination of wages and bonuses for directors and senior management staff; (4) Main person-in-charge of the Company cannot be changed.

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8.

To authorize the Board to handle other matters relating to the Corporate Bonds.

The Authorization shall be effective from the date of the passing of the resolutions on the issuance of the Corporate Bonds at the general meetings until the expiration of such resolution or the date of completion of authorized issues (as the case may be). The proposal for the Issuance and listing of the Corporate Bonds is subject to the ultimate approval of China Securities Regulatory Commission. The Corporate Bonds will play an active role in broadening the Company’s financing channels, optimizing debts structure and lowering capital cost. The proposal is required to be submitted for consideration at the general meeting of the Company.

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III. TO CONSIDER AND APPROVE THE PROPOSAL FOR CONVENING THE 2009 FIRST EXTRAORDINARY GENERAL MEETING
(9 affirmative votes, 0 dissenting vote, 0 abstaining vote) The Company proposes to convene the 2009 first extraordinary general meeting at No. 3 Conference Room of the Company at No. 30, Gangtie Road, Dadukou District, Chongqing at 10:00 a.m. on 14 April 2009, for the purpose of considering the following proposals: 1. 2. Proposal for Termination of Issuance of Bonds with Warrants; Proposal for the Issuance of Corporate Bonds.

(The Company will make separate announcement in respect of the notice convening 2009 first extraordinary general meeting) By order of the Board Chongqing Iron & Steel Company Limited You Xiao An Secretary to the Board Chongqing, the PRC 19 February 2009 At the date of this announcement, the Directors of the Company are: Mr. Luo Fu Qin, Mr. Yuan Jin Fu, Mr. Chen Shan, Mr. Sun Yi Jie, Mr. Chen Hong, Mr. Li Rensheng, Mr. Wang Xiang Fei (Independent Non-executive Director), Mr. Sun Yu (Independent Non-executive Director) and Mr. Liu Xing (Independent Non-executive Director). Please also refer to the published version of this announcement in China Daily.

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